Form 8-K
8-K — Elmet Group Co.
Accession: 0001213900-26-062434
Filed: 2026-05-29
Period: 2026-05-29
CIK: 0002101698
SIC: 3490 (MISCELLANEOUS FABRICATED METAL PRODUCTS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — ea0292205-8k_elmet.htm (Primary)
EX-99.1 — PRESS RELEASE, DATED MAY 29, 2026 (ea029220501ex99-1.htm)
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8-K — CURRENT REPORT
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2026-05-29
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 29, 2026
The Elmet Group Co.
(Exact name of registrant as specified in its charter)
Delaware
001-43245
33-1881598
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2 Portland Fish Pier, Suite 214
Portland, Maine 04101
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (207) 518-6791
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
ELMT
The Nasdaq Stock Market LLC
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On May 29, 2026, The Elmet
Group Co., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results
for the quarterly period ended on April 3, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The information in this Item
2.02 and Exhibit 99.1 are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities
Act of 1934, as amended (the “Exchange Act”) The information in this Item 2.02 and Exhibit 99.1 shall not be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
Exhibit No.
Description
99.1
Press Release, dated May 29, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
1
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 29, 2026
The Elmet Group Co.
By:
/s/ Peter V. Anania
Name:
Peter V. Anania
Title:
Chief Executive Officer and Chairman
2
EX-99.1 — PRESS RELEASE, DATED MAY 29, 2026
EX-99.1
Filename: ea029220501ex99-1.htm · Sequence: 2
Exhibit 99.1
The Elmet Group Co. Reports First Quarter 2026
Results
Demand accelerating in Aerospace, Defense
& Government markets
Successfully completed an upsized IPO, raising
$125.5 million in net proceeds in Q2
Revenue increased nearly 21%, with over 250
basis points of gross profit margin expansion driving adjusted EBITDA increase of 106%
Backlog increased by nearly 52% to record
level of $113 million
PORTLAND, Maine – May 29, 2026 –
The Elmet Group Co. (“Elmet,” the “Company,” “we,” or “our”) (NASDAQ:ELMT),
a U.S.-based provider of precision-engineered components and advanced high-power systems, today reported financial results for its fiscal
first quarter ended April 3, 2026.
First Quarter Fiscal Year 2026 Highlights
● Revenue increased 20.7% to approximately $56.0
million compared to approximately $46.4 million in Q1 2025.
● Revenue from our Critical Materials & Components
(“CMC”) division increased approximately $9.1 million compared to Q1 2025 primarily from growth within the Aerospace, Defense
& Government (“ADG”) end market.
● Gross profit margin improved 260 basis points
to 21.2% of revenue compared to 18.6% of revenue Q1 2025.
● Net income (loss) for Q1 2026 was $(0.3) million,
or $(0.02) per share, compared to $1.2 million, or $0.06 per share, in Q1 2025. Adjusted net income (loss) for Q1 2026 was $4.7 million,
or $0.24 per share, compared to $1.9 million, or $0.10 per share, in Q1 2025.
● Adjusted EBITDA increased to approximately $9.2
million, or 16.4% of revenue, compared to approximately $4.5 million, or 9.6% of revenue, in Q1 2025.
● Open order backlog increased to approximately
$113.3 million, up from approximately $96.3 million at the end of Q4 2025 and approximately $74.7 million at the end of Q1 2025.
● Recorded approximately $3.7 million in income
related to a change in fair value and mark to market of the Company’s strategic investment in tungsten mining company EQ Resources
Limited.
Trailing Twelve Months Highlights
● Revenue increased 4.8% to approximately $211.2
million compared to 2025 fiscal year results of approximately $201.6 million.
● Gross profit margin improved 60 basis points
to 20.9% of revenue compared to 20.3% for the 2025 fiscal year.
● Net income (loss) decreased to
approximately $4.0 million, or $0.20 per share, compared to $5.5 million, or $0.28 per share, for the 2025 fiscal year. Adjusted net
income (loss) increased to approximately $16.2 million, or $0.81 per share, compared to $13.4 million, or $0.67 per share, for the
2025 fiscal year.
● Adjusted EBITDA increased approximately $5.2
million to $28.6 million, or 13.5% of revenue, compared to approximately $23.4 million, or 11.6% of revenue, for the 2025 fiscal year.
Management Commentary
“Today, we view the environment in which
we operate as highly favorable and supported by strong demand for critical materials and engineered high-power systems, increasing defense
spending, and ongoing supply chain realignment,” said Company CEO Peter V. Anania. “Following our successful public listing
in April, we believe we are well-positioned to effectively meet this demand and expand our role as a trusted supplier across mission-critical
systems.
“Our recent performance demonstrates the
resilience and diversification of our operating model and our competitive strategic positioning within key growth markets, most notably
ADG. We have built significant momentum, supported by our record backlog and newly fortified balance sheet, which we believe will allow
us to make opportunistic investments to further support our long-term competitive positioning.”
Subsequent Events
Subsequent to the end of Q1 2026, we completed
a successful upsized IPO of an aggregate of approximately 9.9 million shares of our common stock, including the full exercise by the underwriters
of their overallotment option to purchase approximately 1.3 million additional shares, at a public offering price of $14.00 per share.
The aggregate net proceeds from the offering were approximately $125.5 million after deducting underwriting discounts and commissions
and other offering expenses payable by Elmet. We subsequently retired $17.8 million in term debt and paid $8.3 million transaction
related stock appreciation rights costs, resulting in net $99.4 million cash on hand from the proceeds. We intend to use the net cash
we received from this offering, as well as our pre-existing cash, for growth capital, working capital, and general corporate purposes.
Conference Call
The Elmet Group Co. management will host a conference
call today, Friday, May 29, 2026, at 9:00 a.m. Eastern time (6:00 a.m. Pacific time) to discuss these results, followed by a question-and-answer
period.
Toll-Free Number: 877-869-3847
International Number: +1 201-689-8261
Webcast: Register and Join
Please call the conference telephone number 5-10
minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the
conference call, please contact Gateway Group at 949-574-3860.
The conference call will be broadcast simultaneously
and available for webcast replay here.
About The Elmet Group
The Elmet Group is a U.S.-based provider of precision-engineered
components and advanced high-energy systems for the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics,
and Energy industries. The Company operates through two divisions, Critical Materials Components (CMC) and Engineered Microwave Products
(EMP), leveraging materials science and precision engineering expertise to deliver high-performance solutions. The Elmet Group is dedicated
to strengthening domestic manufacturing capabilities to support the U.S. and its allies’ needs in both critical materials and advanced
high-power microwave systems.
2
Reorganization and Presentation of Financial Results
On January 2, 2026, the Company effected a
reorganization (the “Reorganization”) whereby Anania & Associates and its noncontrolling interest holders contributed
their ownership interests in Anania & Associates and its consolidated subsidiaries in exchange for shares of common stock in the Company.
The Reorganization was a reorganization of entities under common control as Anania & Associates and the Company were controlled by
the Company’s Chief Executive Officer (“CEO”) before and after the Reorganization. As a result, the Reorganization was
accounted for in a manner similar to a pooling of interests with the assets and liabilities of Anania & Associates and its consolidated
subsidiaries being carried over at their historical amounts. The historical consolidated financial statements of Anania & Associates
were retrospectively recast to reflect the results as if the Company owned Anania & Associates and its consolidated subsidiaries as
of January 1, 2025. In connection with the Reorganization, Anania & Associates Investment Company LLC, an immaterial subsidiary of
Anania & Associates, was no longer controlled by the Company and was deconsolidated on January 2, 2026. The deconsolidation was recognized
as a spinoff and the impact of $0.5 million was recognized within equity. In connection with the Reorganization, the Company’s tax
status changed from an S-corporation to a C-corporation.
Non-GAAP Financial Measures
In evaluating its business, the Company uses
or may use certain non-GAAP measures as supplemental measures to review and assess its operating and financial performance. These measures
are commonly used in the manufacturing industry to provide stockholders and potential investors with additional information that excludes
unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of the Company’s ongoing
operating results. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a
substitute for measures reported under U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools when assessing
the Company’s operating and financial performances, and investors should not consider them in isolation, or as a substitute for
any consolidated statement of operations data prepared in accordance with U.S. GAAP. The reconciliations to EBITDA, Adjusted EBITDA, Adjusted
Net Income, and Adjusted Earnings Per Share from relevant GAAP metrics are included at the end of this press release. Backlog as reported
is confirmed orders from customers for which revenue has not been recognized.
Forward Looking Statements
The information in this press release includes
forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of
1995. These statements generally relate to future events or our future financial or operating performance and include statements regarding
Elmet’s intended use of proceeds from the IPO, Elmet’s ability to: (i) effectively meet demand for its products, (ii) benefit
from defense spending levels in the United States and other countries in which it does business, (iii) successfully pursue its ongoing
supply chain realignment, (iv) expand its role as a supplier across its end markets, (v) successfully make opportunistic investments,
if any, that will support its competitive positioning, and (vi) effectively use the net proceeds received from its IPO to its benefit
in the manner currently contemplated, in a different manner, or at all. When used in this press release, words such as “expect,”
“project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,”
“seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,”
“could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s
current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult
to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering
these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Elmet’s Registration
Statement on Form S-1, as amended (File No. 333-294725) and subsequent filings Elmet makes with the Securities and Exchange Commission.
Elmet undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring
after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date of this press release.
Company Contact
Chris Chandler
contact@theelmetgroup.com
Investor Contact
Tom Colton and Greg Bradbury
Gateway Group, Inc.
ELMT@gateway-grp.com
949-574-3860
-Financial tables to follow-
3
THE ELMET GROUP CO.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
April
3,
2026
December 31,
2025
Assets
Current Assets:
Cash
$ 1,825
$ 1,759
Marketable securities
838
202
Accounts receivable, net
29,127
28,904
Government grant receivables
—
1,690
Related party receivables
178
426
Unbilled revenue
3,610
2,621
Inventories, net
75,032
69,697
Income tax receivable
74
—
Derivative asset
3,095
—
Prepaid expenses and other current assets
6,462
4,774
Total current assets
120,241
110,073
Property, plant and equipment, net
44,185
42,342
Operating lease right-of-use assets
10,448
10,586
Intangible assets, net
6,870
7,184
Goodwill
4,547
4,583
Deferred tax assets, net
84
—
Other assets
872
878
Total assets
$ 187,247
$ 175,646
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
$ 17,679
$ 16,165
Accrued expenses and other current liabilities
13,765
13,659
Operating lease liabilities, current portion
898
875
Current portion of long-term debt – related party
2,396
2,319
Current portion of long-term debt
6,229
7,755
Deferred government grants
4,166
4,672
Deferred revenue
23,494
14,853
Total current liabilities
68,627
60,298
Operating lease liabilities, net of current portion
10,022
10,247
Long-term debt, net of current portion
26,768
28,455
Long-term debt, net of current portion – related party
15,000
15,000
Deferred tax liabilities, net
4,820
—
Other liabilities
1,000
1,189
Total liabilities
126,237
115,189
Commitments and Contingencies (Note 18)
Stockholders’ Equity:
Preferred Stock - $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding as of April 3, 2026 and December 31, 2025
—
—
Class A Common Stock – $0.001 par value; 500,000,000 shares authorized, 20,122,721 shares issued and outstanding as of April 3, 2026 and December 31, 2025
20
20
Class B Common Stock – $0.001 par value; 40,000,000 shares authorized, 466 shares issued and outstanding as of April 3, 2026 and December 31, 2025
—
—
Additional paid-in capital
16,011
15,366
Retained earnings
44,995
44,791
Accumulated other comprehensive (loss) income
(16 )
280
Total stockholders’ equity
61,010
60,457
Total liabilities and stockholders’ equity
$ 187,247
$ 175,646
The accompanying notes are integral to the unaudited
consolidated financial statements.
4
THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share
data)
Three Months Ended
April 3,
2026
March 31,
2025
Revenue
$ 56,007
$ 46,387
Cost of goods sold
44,159
37,776
Gross profit
11,848
8,611
Operating expenses:
General and administrative
7,068
3,259
Research and development
850
811
Sales and marketing
2,067
1,683
Total operating expenses
9,985
5,753
Operating income
1,863
2,858
Other (income) expense, net:
Interest expense
613
510
Interest expense – related party
627
416
Change in fair value of derivative asset
(3,095 )
—
Other (income) expense, net
(654 )
79
Total other (income) expense, net
(2,509 )
1,005
Income from continuing operations before taxes
4,372
1,853
Income tax provision
4,710
—
(Loss) income from continuing operations
(338 )
1,853
Loss from discontinued operations
—
(656 )
Net (loss) income
$ (338 )
$ 1,197
Net (loss) income per share:
Basic
$ (0.02 )
$ 0.06
Diluted
$ (0.02 )
$ 0.06
Weighted average shares outstanding
Basic
20,123,187
20,123,187
Diluted
20,123,187
20,123,187
The accompanying notes are integral to the unaudited
consolidated financial statements.
5
THE ELMET GROUP CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three
Months Ended
April
3,
2026
March
31,
2025
Cash flows from operating activities:
Net (loss) income
$ (338 )
$ 1,197
Loss from discontinued operations
—
(656 )
(Loss) income from continuing operations
(338 )
1,853
Adjustments to reconcile
(loss) income from continuing operations to net cash provided by operating activities:
Deferred income taxes
4,736
—
Change in fair value of derivative asset
(3,095 )
—
Depreciation and amortization
1,923
1,604
Stock-based compensation
645
—
Noncash operating lease expense
138
217
Noncash interest expense
6
7
Provision for excess and obsolete inventories
36
395
Change in fair value of interest rate collars
(34 )
(56 )
Unrealized gain on marketable securities
(636 )
—
Changes in operating assets and liabilities:
Accounts receivable
(229 )
7,537
Unbilled revenue
(989 )
(1,051 )
Inventories
(5,387 )
(6,405 )
Related party receivables
171
(3 )
Income tax receivable
(74 )
—
Prepaid expenses and other current assets
(1,202 )
(272 )
Other assets
(4 )
7
Accounts payable
2,492
291
Accrued expenses and other current liabilities
392
(203 )
Operating lease liabilities
(202 )
(188 )
Deferred revenue
8,645
4,520
Other liabilities
(73 )
(20 )
Net cash provided by operating activities from continuing operations
6,921
8,233
Net cash used in operating activities from discontinued
operations
—
(2,928 )
Net cash provided by operating activities
6,921
5,305
Cash flows from investing activities:
Purchases
of property, plant and equipment, net of grant proceeds (see Note 7 – Government Grants)
(2,337 )
(2,733 )
Net cash used in investing activities from continuing operations
(2,337 )
(2,733 )
Net cash used in investing activities from discontinued
operations
—
(24 )
Net cash used in investing activities
(2,337 )
(2,757 )
Cash flows from financing activities:
Payments of principal on revolving credit facility
(1,810 )
(2,048 )
Proceeds from revolving credit facility
164
400
Payments of principal on long-term debt
(1,074 )
(2,966 )
Payments of principal on long-term debt – related party
(1,519 )
—
Cash distributions paid to stockholders
—
(1,789 )
Payments of deferred consideration
(73 )
—
Net payments of principal on revolving credit facility – related
party
(150 )
(32 )
Payments of principal on finance leases
(11 )
(13 )
Net cash used in financing activities from continuing operations
(4,473 )
(6,448 )
Net cash provided by financing activities from
discontinued operations
—
28
Net cash used in financing activities
(4,473 )
(6,420 )
Effects of exchange rate changes on cash
(45 )
146
Net increase (decrease) in cash $
66
$ (3,726 )
Cash at beginning of period
1,759
6,532
Cash at end of period $
1,825
$ 2,806
Reconciliation of cash at beginning of period:
Cash at beginning of period – continuing operations
$ 1,759
$ 3,608
Cash at beginning of period – discontinued
operations
—
2,924
Cash at beginning of period
$ 1,759
$ 6,532
Reconciliation of cash at end of period:
Cash at end of period – continuing operations
$ 1,825
$ 2,806
Cash at end of period – discontinued operations
—
—
Cash at end of period
$ 1,825
$ 2,806
Supplemental non-cash investing and financing activities:
Purchases of property, plant and equipment included in accounts payable
and accrued expenses
$ 1,081
$ 52
Deferred offering costs included in accounts payable and accrued expenses
$ 1,346
$ —
Supplemental disclosure of cash flow information:
Cash paid for interest
$ 1,085
$ 930
The accompanying notes are integral to the unaudited
consolidated financial statements.
6
Non-GAAP Financial Measures:
The following tables display certain non-GAAP
financial measures we believe are helpful in assessing our performance and interpreting our financial results. We believe these non-GAAP
financial measures are important supplemental measures because they exclude unusual or non-recurring items as well as non-cash items that
are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with our GAAP results, these
non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a tool
to help make financial, operational and planning decisions. We may use non-GAAP financial metrics in certain management compensation plans,
debt covenants, internal budgetary decision making and other resource allocation decisions. Finally, these measures are often used by
analysts and other interested parties to evaluate companies in our industry by providing more comparable measures that are less affected
by factors such as capital structure.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP measurement.
We define Adjusted EBITDA as our net income plus interest expense, income taxes, depreciation and amortization, and, as applicable for
each period, stock-based compensation expense and non-cash gains and losses on the sale of assets. Adjusted EBITDA also excludes certain
non-recurring costs such as the costs associated with the IPO, certain acquisition and transaction costs, severance and restructuring
costs, and other non-recurring costs.
THE ELMET GROUP CO.
ADJUSTED EBITDA FROM CONTINUING OPERATIONS
(NON- GAAP, UNAUDITED)
(in thousands)
Quarters Ended
March 31,
2025
April 3,
2026
Year ended
December 31,
2025
TTM
April 3,
2026
Revenue
$ 46,387
$ 56,007
$ 201,636
$ 211,256
Gross profit
8,611
11,848
41,019
44,257
Gross profit margin %
18.6 %
21.2 %
20.3 %
20.9 %
Operating expenses
5,753
9,985
28,945
33,177
Net income (loss) from continuing operations
1,853
(338 )
7,940
5,749
Net income (loss) from continuing operations %
4.0 %
(0.6 )%
3.9 %
2.7 %
Adjustments to income (loss) from continuing operations:
Income tax benefit
4,710
(45 )
4,665
Interest expense(1)
926
1,240
4,410
4,724
Depreciation and amortization
1,604
1,923
6,048
6,367
Acquisition and transaction costs(2)
67
30
440
403
Stock-based compensation(3)
645
1,451
2,096
Corporate costs associated with the offering(4)
10
798
2,580
3,368
Other(5)
166
1,013
1,179
Adjusted EBITDA (6)
$ 4,460
$ 9,174
$ 23,387
$ 28,551
Adjusted EBITDA Margin
9.6 %
16.4 %
11.6 %
13.5 %
(1) Interest expense includes both third-party interest expense and related party interest expense.
(2) The adjustment for acquisition and transaction costs is to remove charges incurred in connection with
any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, and dispositions, in each case,
regardless of whether consummated.
(3) Stock-based compensation includes expenses associated with restricted stock grants made in support of
our initial public offering and the Reorganization.
(4) Corporate costs associated with the initial public offering include third-party expenses related to enhancing
our accounting controls and procedures, incremental audit costs, recruitment of executive team and legal expenses.
(5) Others includes non-recurring costs associated with a utility failure at our CMC facility in Euclid, Ohio,
and other restructuring costs.
(6) Adjusted EBITDA excludes the financial impact of discontinued operations. On October 1, 2025 A&A distributed
its shares in Polymer Laboratories, LLC to the individual shareholders, which is unrelated to A&A continuing operations and The Elmet
Group Co.
7
Adjusted Net Income and Adjusted Net Income Per Share
Adjusted Net Income and Adjusted Net Income
Per Share are non-GAAP measurements. We define adjusted net income as net income less stock-based compensation and one-time non-recurring
costs such as tax impacts of the Reorganization, discontinued operations, the costs associated with the IPO, certain acquisition and transaction
costs, severance and restructuring costs, and other non-recurring costs and the income tax effect of such adjustments, as applicable.
THE ELMET GROUP CO.
RECONCILIATION OF ADJUSTED NET INCOME AND ADJUSTED
EARNINGS PER SHARE
(NON-GAAP, UNAUDITED)
(in thousands)
Quarters Ended
March 31,
2025
April 3,
2026
Year ended
December 31,
2025
TTM
April 3,
2026
Numerator:
Net income (loss)
$ 1,197
$ (338 )
$ 5,542
$ 4,007
Income (loss) from discontinued operations
656
2,398
1,742
One time tax expense associated with the Reorganization(1)
—
3,791
—
3,791
Corporate costs associated with the IPO(2)
10
798
2,580
3,368
Stock-based compensation(3)
—
645
1,451
2,096
Acquisition and transaction costs(4)
67
—
440
373
Other(5)
—
196
1,013
1,209
Tax effect of adjustments(6)
—
(344 )
—
(344 )
Adjusted net income
$ 1,930
$ 4,748
$ 13,424
$ 16,242
Denominator:
Weighted average shares outstanding – basic
20,123
20,123
20,123
20,123
Weighted average shares outstanding – diluted(7)
20,123
20,426
20,260
20,337
Adjusted net income per share:
Basic
$ 0.10
$ 0.24
$ 0.67
$ 0.81
Diluted(7)
$ 0.10
$ 0.23
$ 0.66
$ 0.80
Unadjusted net income per share:
Basic
$ 0.06
$ (0.02 )
$ 0.28
$ 0.20
Diluted (7)
$ 0.06
$ (0.02 )
$ 0.27
$ 0.20
(1) Reflects the impact of the deferred tax adjustment of $3.5 million, which was recognized in the period
of Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization.
(2) Corporate costs associated with the initial public offering include third-party expenses related to enhancing
our accounting controls and procedures, incremental audit costs, recruitment of executive team and legal expenses.
(3) Stock-based compensation includes expenses associated with restricted stock grants made in support of
our initial public offering and the Reorganization.
(4) The adjustment for acquisition and transaction costs is to remove charges incurred in connection with
any transaction, including mergers, acquisitions, refinancing, amendment or modification to indebtedness, and dispositions, in each case,
regardless of whether consummated.
(5) Other includes restructuring and severance costs associated with a reorganization at our CMC division
and non-recurring costs associated with a utility failure at our CMC facility in Euclid, Ohio and other restructuring costs.
(6) The tax effect for the quarter ended April 3,
2026 represents our actual effective tax rate for the period of 21.0% when excluding the Reorganization impacts. There is no tax impact
prior to the quarter ended April 3, 2026, as we were treated as an S-corporation for tax purposes prior to the Reorganization.
(7) The potential impact on weighted average common stock outstanding (diluted) related to our restricted
stock was evaluated under the treasury stock method based on the weighted average unrecognized compensation costs for each period and
the estimated fair value of our common stock for each period.
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